Restoring A Company

It is possible for interested parties (for a period of 6 years from dissolution) to restore a dissolved company to the register held at companies house.  Should the registrar restore a dissolved company, the company is regarded as having continued in existence, as if it had not been dissolved and struck off the register.

The following outlines the most common reasons for restoring a company: 

Reasons for restoring a company: 

1. the Secretary of State has an interest
2. a former director of the company would like to resume trading*
3. a creditor (at the time of striking off or dissolution) wishes to recover debts
4. land or property that the company had (or has an interest in) may be of relevance
5. if not for the dissolution, anyone who would have been in a contractual relationship with the company (for example, a breach of contract claim)
6. someone with a possible legal claim against the company (e.g. employee liability or personal injury – no claim limit time)
7. a manager or trustee of the company pension fund (for instance, to realise pension funds)
8. a company former member (shareholder) e.g. to realise assets
9. a previous liquidator of the company
10. the company was struck off voluntarily and any person entitled to notice of the application for voluntary striking off or any other person appearing to the court to have an interest in the matter, may have reason to restore a dissolved company

Note, it is highly unlikely that you can restore a dissolved company if it was subject to a voluntary liquidation procedure.  

*Where a director wishes to resume trading, it may be more advantageous to start a new company to avoid any creditor action – Contact Us 0121 201 1720.

How the restoring of a company happens:

To restore a dissolved company, the way the company was dissolved dictates the way to re-instate a company to the register:

Administrative Restoration

The non-filing of company documents can lead to a compulsory strike off by the registrar, as trading is considered to have stopped.  

If the company was struck off the register due to such a non-compliance, an Administrative Restoration is used. 

Administrative Restoration Process

1. Companies House Form RT01 to be completed by the former director or member and filed (including filing fee)
2. Any outstanding company filing documents to be submitted to the registrar: outstanding accounts, outstanding late filing penalties, outstanding annual returns
3. Apply for a Bona Vacantia Waiver letter if the company had assets
4. Companies House will make a decision as to whether to restore a company, within weeks. A successful Administrative Restoration will result in the company showing as active again on the register, although it will also show that the company was forcibly struck off.  Should an Administrative Restoration be rejected, Restoration by Court Order may still be possible (see below) 

Court Order Restoration

If Form DS01 was used to voluntarily dissolve, a Court Order Restoration is appropriate to restore and additionally, it is advisable to seek legal help.

Court Order Restoration Process

1. Form N208 relating to a Court Order Restoration must be completed.
   Should directors be restoring a company to re-start trading, an application will need any outstanding company filing documents submitting, as part of the application. When the purpose of restoring a company is to recover assets, these documents are not needed as restoration to the register will be only temporary. 
2. Once a Court Order Restoration claim is accepted by the court, an Order to Restore the company will be sent to the applicant, to send on to the Registrar of Companies.
3. The Court Order Restoration process typically takes 3 to 4 months to restore a dissolved company.
4. After restoring a company, normal debt recovery action can occur (a CCJ, Statutory Demand or Winding Up Petition).

Note: where a company is restored to continue trading, and there is outstanding debt, a new company may be the better option (ask us).

How Greenfield Recovery can help

Should you wish to restore your company to continue trade or to claim assets, we can advise you.  Contact us on 0121 201 1720 (or send an enquiry below) for a no obligation and confidential discussion.  We have offices and insolvency practitioners across the country ready to help.